Common use of ROLE AND DUTIES Clause in Contracts

ROLE AND DUTIES. 3.1 Your role shall be as determined by the Board. The Board may from time to time change your role and the title of your role. 3.2 You shall devote sufficient time and attention to carry out your role effectively and as a minimum: a) you shall attend all General Meetings of the Company and take all reasonable steps to attend the meetings of the Board and its sub committees on which you have been co-opted. You shall review committee papers provided to you before the start of meetings so that you are able to make a reasonable contribution to the discussion at meetings and on the affairs of the business. b) You shall approve the minutes of any committees of the Board on which you have been appointed as a chairman and ensure that the agenda for these meetings is appropriate. c) You shall ensure that committees of the Board on which you have been appointed as a chairman adhere to the committee’s Terms or Reference approved by the Board and to applicable corporate governance requirements and guidelines. 3.3 In your role as a non-executive director you will be expected to suggest, advise on and monitor matters relating to:- a) the strategy of the Company; b) the performance of the Company; c) information, especially financial information, reported externally d) the adequacy of the key internal controls, especially the financial controls, and systems of risk management e) standards of conduct of the Board and in the Company; and f) the appointment and remuneration of Directors. 3.4 You will be required to accept responsibility, publicly and, where necessary, in writing where required by law and regulation. 3.5 During the continuance of this Agreement you shall be subject to the normal general fiduciary duties and duties of care and confidentiality of a director at law and shall comply with all relevant legislation and the principles of good corporate governance. 3.6 Your authority to commit the Company shall be subject to the express authorisation of the Board. You shall carry out such duties and exercise such powers as may be reasonably assigned to you, or vest in you, by the Board. You shall perform your duties faithfully, efficiency and diligently and use your best endeavours to promote the interest and reputation of the Company. 3.7 Overall the Company anticipates that you will need to spend on average 20 (twenty) days per calendar year including time preparing for meetings fulfilling your duties. 3.8 The agreement of the Chairman (not to be unreasonably withheld or delayed) should be sought before accepting additional commitments that might affect the time you are able to devote to your role as a Non Executive Director.

ROLE AND DUTIES. 3.1 Your role shall be You understand how the Board is structured and what authorities are delegated to the directors (non-executive directors and executive directors) and senior management team. 3.2 The Board as determined by a whole is collectively responsible for the Boardsuccess of the Company. The Board may Board's role is to: (a) promote the long-term sustainable success of the Company, generating value for shareholders; (b) establish the Company's purpose, values and strategy and satisfy itself that these and its culture are aligned; (c) ensure that the necessary resources are in place for the Company to meet its objectives and measure performance against them; (d) provide entrepreneurial leadership of the Company within a framework of prudent and effective controls which enable risk to be assessed and managed; (e) ensure effective engagement with, and encourage participation from shareholders and stakeholders; and (f) ensure that workforce policies and practices are consistent with the Company’s values and support its long-term sustainable success. 3.3 You shall have the same general legal responsibilities to the Company as any other director. You are expected to perform your duties (whether statutory, fiduciary or common law) faithfully, diligently and to a standard commensurate with the functions of your role and your knowledge, skills and experience. 3.4 You shall exercise your powers in your role as an executive director having regard to relevant obligations under prevailing law and regulation, including the Companies Act 2006, the requirements of the Nasdaq Stock Market and the U.S. Securities and Exchange Commission requirements (in each case to the extent applicable) or other laws applicable to the Company from time to time change your role and the title of your roleas may be notified to you. 3.2 3.5 You shall devote sufficient time and attention have particular regard to carry out your role effectively and as a minimum: a) you shall attend all General Meetings the general duties of directors in Part 10 of the Companies Act 2006, including the duty to promote the success of the Company and take under which all reasonable steps directors must act in the way they consider, in good faith, would be most likely to attend promote the meetings success of the Board Company for the benefit of its members as a whole. In doing so, as a director, you must have regard (among other matters) to: (a) the likely consequences of any decision in the long term; (b) the interests of the Company's employees; (c) the need to f▇▇▇▇▇ the Company's business relationships with suppliers, customers and its sub committees on which you have been co-opted. You shall review committee papers provided to you before others; (d) the start impact of meetings so that you are able to make a reasonable contribution to the discussion at meetings and Company's operations on the affairs community and the environment; (e) the desirability of the businessCompany maintaining a reputation for high standards of business conduct; and (f) the need to act fairly as between the members of the Company. b) You shall approve the minutes of any committees of the Board on which you have been appointed as a chairman and ensure that the agenda for these meetings is appropriate. c) You shall ensure that committees of the Board on which you have been appointed as a chairman adhere to the committee’s Terms or Reference approved by the Board and to applicable corporate governance requirements and guidelines. 3.3 3.6 In your role as a non-executive director director, you shall also be required (along with the other members of the Board) to: (a) constructively challenge and help develop proposals on strategy; (b) satisfy yourself on the integrity of financial information and that financial controls and systems of risk management are robust and defensible; (c) be present in remuneration committee discussions (if invited to attend) and scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance, but may not vote or be involved in any discussions regarding your own remuneration; (d) exercise relevant powers under, and abide by, the Articles; (e) disclose the nature and extent of any direct or indirect interest you may have in any matter being considered at a Board or committee meeting and, except as permitted under the Articles you will not vote on any resolution of the Board, or of one of its committees, on any matter where you have any direct or indirect interest; (f) notify the chairperson immediately if you become aware of any matter which may affect your fitness to hold office as a company director, which may affect the fitness of any of your fellow directors (or proposed directors) to hold office as a company director or which you consider to be expected prejudicial to suggest, advise on and monitor matters relating to:- a) the strategy interests of the Company; b(g) immediately report your own wrongdoing or the performance wrongdoing or proposed wrongdoing of any employee or other director of the CompanyCompany of which you become aware to the chairperson; c(h) information, especially financial information, reported externally d) the adequacy of the key internal controls, especially the financial controls, and systems of risk management e) standards of conduct of the Board and exercise your powers as a director in accordance with the Company's policies and procedures and the Bribery Act 2010; and f(i) the appointment and remuneration of Directorsnot do anything that would cause you to be disqualified from acting as a director. 3.4 You will be required to accept responsibility3.7 Unless acting in accordance with signing authority approved by the Board or your duties under the Employment Agreement, publicly and, where necessary, in writing where required by law and regulation. 3.5 During the continuance of this Agreement you shall be subject to the normal general fiduciary duties and duties of care and confidentiality of a director at law and shall comply with all relevant legislation and the principles of good corporate governance. 3.6 Your authority to commit the Company shall be subject to the express authorisation of the Board. You shall carry out such duties and exercise such powers as may be reasonably assigned to you, not enter into any legal or vest in you, by the Board. You shall perform your duties faithfully, efficiency and diligently and use your best endeavours to promote the interest and reputation other commitment or contract on behalf of the Company. 3.7 Overall 3.8 You shall be entitled to request all relevant information about the Company's affairs as is reasonably necessary to enable you to discharge your responsibilities as an executive director. The Company anticipates that you will need shall use its reasonable endeavours to spend on average 20 (twenty) days per calendar year including time preparing for meetings fulfilling your dutiesprovide such information promptly. 3.8 The agreement of the Chairman (not to be unreasonably withheld or delayed) should be sought before accepting additional commitments that might affect the time you are able to devote to your role as a Non Executive Director.

ROLE AND DUTIES. 3.1 Your role shall be The Board as determined by a whole is collectively responsible for the Boardsuccess of the Company. The Board may from time Board’s role is to: (a) provide oversight of the Company within a framework of prudent and effective controls which enable risk to time change be assessed and managed; (b) in conjunction with management, set the Company’s strategic aims, ensure that the necessary financial and human resources are in place for the Company to meet its objectives, and review management performance; and (c) in conjunction with management, set the Company’s values and standards and ensure that its obligations to its shareholders and others are understood and met. 3.2 As an independent director, you will have the same general legal responsibilities to the Company as any other director. You will be expected to perform your duties, whether statutory, fiduciary or common law, faithfully, efficiently and diligently to a standard commensurate with both the functions of your role and the title of your roleknowledge, skills and experience. 3.2 3.3 You shall devote sufficient time and attention to carry out will exercise your powers in your role effectively and as a minimum:director having regard to relevant obligations under prevailing law and regulation, including, without limitation, the Companies Act (As Revised) of the Cayman Islands (the “Act”), the rules and regulations of the SEC, and the rules of the Nasdaq Stock Market (“Nasdaq”). a) you shall attend 3.4 You agree to abide by and follow all General Meetings such procedures set forth in the Company’s code of business conduct and ethics, as may be in existence now or at any time during the term of this Agreement, and any other policy, code or document governing the conduct of directors of the Company and take all reasonable steps to attend as may be in existence now or at any time during the meetings terms of the Board and its sub committees on which you have been co-opted. You shall review committee papers provided to you before the start of meetings so that you are able to make a reasonable contribution to the discussion at meetings and on the affairs of the businessthis Agreement. b) You shall approve the minutes of any committees of the Board on which you have been appointed as a chairman and ensure that the agenda for these meetings is appropriate. c) You shall ensure that committees of the Board on which you have been appointed as a chairman adhere to the committee’s Terms or Reference approved by the Board and to applicable corporate governance requirements and guidelines. 3.3 3.5 In your role as a non-executive director director, you will be expected to suggest, advise on and monitor matters relating to:-required to: (a) the strategy of the Companyconstructively challenge proposals on strategy; (b) scrutinize the performance of management in meeting agreed goals and objectives and monitor the Companyreporting of performance; (c) information, especially satisfy yourself that the Company has processes in place to ensure the integrity of financial information, reported externally d) the adequacy of the key internal controls, especially the information and that financial controls, controls and systems of risk managementmanagement are robust and defensible; e(d) standards subject to the authority delegated to the compensation committee, determine appropriate levels of conduct of the Board and in the Company; and f) the appointment and remuneration of Directors. 3.4 You will be required to accept responsibilityexecutive directors, publicly if any, and have a prime role in appointing and, where necessary, removing any executive directors, and in writing succession planning; (e) devote time to developing and refreshing your knowledge and skills; (f) uphold high standards of integrity and probity and support the Company and the other directors in instilling the appropriate culture, values and behaviours in the boardroom and beyond; (g) take into account the views of shareholders where required by law appropriate; (h) exercise relevant powers under, and regulation.abide by, the Memorandum and Articles; 3.5 During the continuance of this Agreement you shall be subject to the normal general fiduciary duties and duties of care and confidentiality of (i) exercise your powers as a director at law in accordance with the Company’s policies and shall comply with all relevant legislation procedures and internal control framework or any applicable bribery or corruption legislation; and (j) not do anything that would cause you to be disqualified from acting as a director under the principles Act, Memorandum and Articles, rules and regulations of good corporate governancethe SEC, or Nasdaq rules. 3.6 Your authority to commit You will disclose any direct or indirect interest which you may have in any matter being considered at a Board meeting or committee meeting and, save as permitted under the Company shall be subject to Memorandum and Articles and the express authorisation Company’s code of ethics, you will not vote on any resolution of the Board. You shall carry out such duties and exercise such powers as may be reasonably assigned to you, or vest in youof one of its committees, on any matter where you have any direct or indirect interest. 3.7 You will immediately report to the Company your own wrongdoing or the wrongdoing or proposed wrongdoing of any employee (where any) or director of which you become aware. 3.8 Unless specifically authorized to do so by the Board. You shall perform your duties faithfully, efficiency and diligently and use your best endeavours to promote the interest and reputation you will not enter into any legal or other commitment or contract on behalf of the Company. 3.7 Overall 3.9 You will be entitled to request all relevant information about the Company’s affairs as is reasonably necessary to enable you to discharge your responsibilities as an independent director. 3.10 In the event that you have a direct or indirect financial or personal interest in a contract or transaction to which the Company anticipates is a party, or you are contemplating entering into a transaction that involves use of corporate assets or competition against the Company, you will need shall promptly disclose such potential conflict to spend on average 20 (twenty) days per calendar year including time preparing for meetings fulfilling your dutiesthe applicable Board committee or the Board and proceed as directed by such committee or the Board, as applicable. You acknowledge the duty of loyalty and the duty of care owed to the Company pursuant to applicable law and agree to act in all cases in accordance with applicable law. 3.8 The agreement 3.11 You further agree not to assume employment with or provide services to any of the Chairman Company’s competitors, or engage, whether as principal, partner, licensor or otherwise, any of the Company’s competitors without the Company’s prior express consent. 3.12 During the term of your engagement and for a period of one (1) year following the last date of your engagement, you agree not to, directly or indirectly, solicit or attempt to be unreasonably withheld solicit any of the Company’s employees, independent contractors, contacts, clients, suppliers, customers or delayed) should be sought before accepting additional commitments that might affect the time other persons or entities introduced to you are able to devote to in your role capacity as a Non Executive Directorrepresentative of the Company for any purpose whatsoever, including but not limited to offering them employment or services that compete with the Company’s business or may harm the business relationship of the Company with these persons or entities.

ROLE AND DUTIES. 3.1 Your role shall be The Board as determined by a whole is collectively responsible for the Boardsuccess of the Company. The Board may from time Board's role is to: (a) provide entrepreneurial leadership of the Company within a framework of prudent and effective controls which enable risk to time change be assessed and managed; (b) set the Company’s strategic aims, ensure that the necessary financial and human resources are in place for the Company to meet its objectives, and review management performance; and (c) set the Company’s values and standards and ensure that its obligations to its shareholders and others are understood and met; 3.2 As a non-executive director you will have the same general legal responsibilities to the Company as any other director. You are expected to perform your duties (whether statutory, fiduciary or common law) faithfully, diligently and to a standard commensurate with the functions of your role and the title of your roleknowledge, skills and experience. 3.2 3.3 You shall devote sufficient time and attention to carry out will exercise your powers in your role effectively and as a minimum:non-executive director having regard to relevant obligations under prevailing law and regulation, including the Companies Act 2006, the UK Corporate Governance Code and associated guidance, the UK Listing Authority’s Listing, Prospectus, and Disclosure and Transparency Rules. a) you shall attend all General Meetings 3.4 You will have particular regard to the general duties of directors in Part 10 of the Companies Act 2006, including the duty to promote the success of the Company under which all directors must act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole. In doing so, as a director, you must have regard (among other matters) to: (a) the likely consequences of any decision in the long term; (b) the interests of the Company's employees; (c) the need to ▇▇▇▇▇▇ the Company's business relationships with suppliers, customers and take all reasonable steps others; (d) the impact of the Company's operations on the community and the environment; (e) the desirability of the Company maintaining a reputation for high standards of business conduct; and (f) the need to attend act fairly as between the meetings members of the Company. 3.5 You will have particular regard to the Financial Reporting Council's UK Corporate Governance Code and associated Guidance on Board Effectiveness in respect of the role of the Board and its sub committees on which you have been co-opted. You shall review committee papers provided to you before the start of meetings so that you are able to make a reasonable contribution to the discussion at meetings and on the affairs role of the businessnon-executive director. b) You shall approve the minutes of any committees of the Board on which you have been appointed as a chairman and ensure that the agenda for these meetings is appropriate. c) You shall ensure that committees of the Board on which you have been appointed as a chairman adhere to the committee’s Terms or Reference approved by the Board and to applicable corporate governance requirements and guidelines. 3.3 3.6 In your role as a non-executive director director, you will also be expected required to suggest, advise on perform the specific duties set out in Schedule Two and monitor matters relating to:-to act in accordance with the following: (a) the strategy of the Companyconstructively challenge and help develop proposals on strategy; (b) scrutinise the performance of management in meeting agreed goals and objectives and monitor the Companyreporting of performance; (c) information, especially satisfy yourself on the integrity of financial information, reported externally d) the adequacy of the key internal controls, especially the information and that financial controls, controls and systems of risk managementmanagement are robust and defensible; e(d) standards be responsible for determining appropriate levels of conduct of the Board and in the Company; and f) the appointment and remuneration of Directors. 3.4 You will be required to accept responsibility, publicly executive directors and have a prime role in appointing and, where necessary, removing senior management and in writing succession planning; (e) uphold high standards of integrity and probity and support the chairperson and executive directors in instilling the appropriate culture, values and behaviors in the boardroom and beyond; (f) insist on receiving high-quality information sufficiently in advance of Board meetings; (g) take into account the views of shareholders and other stakeholders where required by law appropriate; (h) make sufficient time available to discharge your responsibilities effectively; (i) exercise relevant powers under, and regulation.abide by, the Articles; 3.5 During (j) disclose the continuance nature and extent of this Agreement any direct or indirect interest you shall be subject to may have in any matter being considered at a Board or committee meeting and, except as permitted under the normal general fiduciary duties and duties of care and confidentiality of a director at law and shall comply with all relevant legislation and the principles of good corporate governance. 3.6 Your authority to commit the Company shall be subject to the express authorisation Articles you will not vote on any resolution of the Board. You shall carry out such duties and exercise such powers as may be reasonably assigned to you, or vest of one of its committees, on any matter where you have any direct or indirect interest; (k) not do anything that would cause you to be disqualified from acting as a director; and (l) immediately inform the Board if you are unable to continue performing in you, this role or in dedicating to the role the amount of time required by the Board. You shall perform your duties faithfullyCompany. 3.7 Unless the Board specifically authorises you to do so, efficiency and diligently and use your best endeavours to promote the interest and reputation you will not enter into any legal or other commitment or contract on behalf of the Company. 3.7 Overall 3.8 You will be entitled to request all relevant information about the Company anticipates that Company's affairs as is reasonably necessary to enable you will need to spend on average 20 (twenty) days per calendar year including time preparing for meetings fulfilling discharge your duties. 3.8 The agreement of the Chairman (not to be unreasonably withheld or delayed) should be sought before accepting additional commitments that might affect the time you are able to devote to your role responsibilities as a Non Executive Directornon-executive director.

ROLE AND DUTIES. 3.1 1.1 You will be employed from 17 March 2025 in the Position/Role set out in Appendix A. Your role employment shall continue until terminated in accordance with the terms of this Agreement. 1.2 You shall, subject to your prior agreement, act as a director of any such Group Companies if and for so long as the Company requires. 1.3 The Company considers job flexibility in accordance with business requirements paramount for all employees and you will reasonably be required to perform such duties (with any consequential change in reporting lines or internal re-organisation or restructuring) from time to time, whether on a temporary or permanent basis. 1.4 During your employment you will: (a) devote the whole of your time, attention and abilities to your employment and to the business of the Company and the Group Companies; (b) diligently exercise such powers and perform such duties as determined by the Board. The Board may from time to time change your role be assigned to you; (c) diligently promote, protect, develop and extend the title of your role. 3.2 You shall devote sufficient time and attention to carry out your role effectively and as a minimum: a) you shall attend all General Meetings business of the Company and take the Group Companies; (d) diligently act with integrity and honesty in your dealings with any member of the Company and the Group Companies and in your conduct of the business of the Company and the Group Companies; (e) comply with all reasonable steps and lawful directions given to attend the meetings of the Board you; (f) promptly make such reports and its sub committees on which you have been co-opted. You shall review committee papers provided to you before the start of meetings so that you are able to make a reasonable contribution to the discussion at meetings provide such information concerning your employment and on the affairs of the business. b) You shall approve the minutes of any committees of the Board on which you have been appointed as a chairman and ensure that the agenda for these meetings is appropriate. c) You shall ensure that committees of the Board on which you have been appointed as a chairman adhere to the committee’s Terms or Reference approved by the Board and to applicable corporate governance requirements and guidelines. 3.3 In your role as a non-executive director you will be expected to suggest, advise on and monitor matters relating to:- a) the strategy of the Company; b) the performance of the Company; c) information, especially financial information, reported externally d) the adequacy of the key internal controls, especially the financial controls, and systems of risk management e) standards of conduct of the Board and in the Company; and f) the appointment and remuneration of Directors. 3.4 You will be required to accept responsibility, publicly and, where necessary, in writing where required by law and regulation. 3.5 During the continuance of this Agreement you shall be subject to the normal general fiduciary duties and duties of care and confidentiality of a director at law and shall comply with all relevant legislation Company and the principles of good corporate governance. 3.6 Your authority to commit the Company shall be subject to the express authorisation of the Board. You shall carry out such duties and exercise such powers Group Companies as may be reasonably assigned required of you; (g) comply with the general duties of directors set out in sections 171-177 of the Companies Act 2006, as well as any other applicable common law or statutory duties owed by directors to youtheir company; and (h) promptly report to ▇▇▇▇▇▇ Group: (i) your own material wrongdoing and any material wrongdoing or proposed material wrongdoing of any other employee or worker; (ii) any data or security breach and take such reasonable action as may be required to remedy it; and (iii) any actual or suspected fraudulent or corrupt acts or omissions that relate in any way to the business of the Company and the Group Companies; (i) familiarise yourself with and comply with all ▇▇▇▇▇▇ Group and Group Company policies that are applicable to you as an Executive Officer of ▇▇▇▇▇▇ Group and an employee of the Company including but not limited to our anti-bribery and corruption policy, or vest in you, by and Code of Conduct without prejudice to the Board. You shall perform your duties faithfully, efficiency fact that such policies and diligently procedures are not contractual and use your best endeavours do not for part of this Agreement; and (j) comply with any law applicable to promote the interest and reputation business of the Company, any Group Company or your employment. 3.7 Overall the Company anticipates that you will need to spend on average 20 (twenty) days per calendar year including time preparing for meetings fulfilling your duties. 3.8 The agreement of the Chairman (not to be unreasonably withheld or delayed) should be sought before accepting additional commitments that might affect the time you are able to devote to your role as a Non Executive Director.